VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 07/26/10 -- Soho Resources Corp. (TSX VENTURE: SOH) ('Soho' or the 'Company') announces that the terms of the transaction previously announced in the press release issued on July 14, 2010 have changed as a result of comments received from the TSX Venture Exchange.
The Company has arranged a non-brokered private placement of up to principal amount $500,000 convertible debenture units ('Units') of the Company at a price of $1,000 per Unit, each Unit consisting of a $1,000 principal amount of convertible debentures (the 'Convertible Debentures') and 20,000 transferable common share purchase warrants ('Warrants'). Each Warrant is exercisable into one common share in the capital of the Company ('Warrant Share') for a period of two years from the date of issue, at an exercise price of $0.10 per Warrant Share. It is expected that the offering will close in tranches, with the first tranche of $225,000 scheduled to close immediately upon the receipt of TSX Venture Exchange conditional acceptance to the terms of the offering.
The Convertible Debentures are unsecured, non interest-bearing and are convertible into common shares of the Company from the date of issue, at the option of the holder, at a price of $0.05 per common share. The conversion is conditional upon the Company completing a consolidation of its share capital on not less than a two for one basis or such other consolidation ratio as recommended by the Company's board of directors and approved by shareholder at the Company's next AGM to be held before mid October 2010.
In addition, the Company will pay to the holders of the Units a bonus of 20% of the principal amount of the Convertible Debentures, payable in common shares of the Company at an issue price of $0.05 per common share.
The proceeds of the private placement will be used for general working capital.
The private placement is subject to the approval of the TSX Venture Exchange.
ON BEHALF OF THE BOARD OF DIRECTORS
Ralph Shearing, Chief Executive Officer
WARNING: The Company relies upon litigation protection for 'forward-looking' statements. This News Release may contain forward-looking statements including but not limited to comments regarding the timing and content of up-coming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Soho Resources Corp. relies upon litigation protection for forward-looking statements.
Shares Issued - 152,013,693
Last Close 2010/07/23 C$0.05
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Contacts:
Soho Resources Corp.
Mr. Glen Sandwell
(604) 684-8071 or Toll Free: 1-800-685-0576
ir@sohoresources.ca
www.sohoresources.ca
